Kajima Group Anti-Bribery Principles
Established: April 1, 2021
1. Observing Laws, Regulations, and Rules
Directors, Officers, and Employees (*2) of Kajima Group (*1) promise to comply with all laws and regulations relating to bribery (hereinafter referred to as "Bribery-Related Laws and Regulations") applicable to countries, regions, and other parties, as related to their respective jobs.
"Kajima Group" means any domestic or overseas company that qualifies under any of the following:
- 1)Kajima Corporation;
- 2)a subsidiary of Kajima Corporation; or
- 3)an affiliate of Kajima Corporation over which Kajima Corporation can exercise material influence.
"Directors, Officers, and Employees" means any persons who qualify under any of the following:
- 1)any director, corporate auditor, and/or executive officer of Kajima Group;
- 2)any counselor or advisor of Kajima Group;
- 3)any employee of Kajima Group companies and all other persons who have an employment contract with Kajima Group companies;
- 4)any worker dispatched to Kajima Group; or
- 5)any person on loan to Kajima Group.
2. Prohibition on Giving or Receiving Benefits
Directors, Officers, and Employees of Kajima Group, regardless of their location (i.e., in Japan or overseas) or any other party’s position (i.e., including without limitation Public Official (*3) and private citizens), do not give, receive, offer, or promise to give money or other benefits (*5) if doing so would violate any Bribery-Related Laws and Regulations, if the action is done with Wrongful Intent (*4), or if doing so would exceed the levels generally deemed acceptable by society. Furthermore, Kajima Group and its Directors, Officers, and Employees do not make Facilitation Payments (*6).
The term "Public Official" means a person who falls within any of the following:
- 1)engages in public service for a national or local government (hereinafter collectively referred to as "Government");
- 2)serves as a legislator, committee member, or other official engaged in public service pursuant to laws and regulations;
- 3)is treated in the same manner as a person who engages in public service pursuant to laws and regulations, or is a person subject to penalties for receiving bribes or engaging in bribery;
- 4)engages in services for an agency affiliated with a Government (i.e., including any entity established under special laws to carry out specific business affairs in the public interest);
- 5)engages in services for a public enterprise which has been granted special rights and interests by a Government for performance of its business, such as:
- a)an enterprise in which a Government directly or indirectly owns a majority of the voting shares;
- b)an enterprise in which a Government directly or indirectly owns a majority of the capital subscription(s);
- c)an enterprise in which a Government appoints or designates a majority of the officers (including directors, auditors, council members, inspectors, liquidators, and other persons engaged in management of the business);
- d)an enterprise in which a Government has the right to authorize or reject all or any part of the matters to be resolved at a general meeting of shareholders; and
- e)any other enterprise substantially controlled by a Government.
- 6)engages in actions on behalf of a political party, or is itself a political party;
- 7)is a candidate for public office;
- 8)engages in public service on behalf of an international public organization; or
- 9)exercises a public function on behalf of a Government or an international public organization, pursuant to a delegation of authority.
The term "Wrongful Intent" means the intention to affect or influence the duties or actions of another party in order to acquire or maintain transactions, and/or to acquire or maintain unfair business benefits or favorable treatment.
The term "intention to affect or influence the duties" means any of the following:
- 1)causing or inducing another party to make or refrain from making a decision or action which is part of such person’s duties (including actions closely related to such person’s duties); and
- 2)taking advantage of another party’s position to cause or induce a third party to make or refrain from making a decision or action which is part of such third party’s duties (including actions closely related to the third party’s duties).
"give or receive money or other benefits" means not only economic benefits but also the giving or receiving of any tangible or intangible non-economic benefits, including without limitation one or more of the following:
- a)money (including cash vouchers, gift cards, etc., which are considered the same as cash due to their high cash-convertibility and transferability);
- b)gifts (including transfers at a price lower than market or appraised value);
- c)entertainment and paid dining;
- d)loans or collateral;
- f)any guaranty or compensation;
- g)free rent of a house or other building(s) (including provision of the same at rent lower than the market standard);
- h)reimbursement of expenses;
- i)sexual relationships;
- j)occupational positions;
- k)any fidelity guaranty; and
- l)provision of an employment opportunity.
The term "Facilitation Payment" means a small payment made with intent to facilitate the process of non-discretionary and/or ordinary administrative services.
3. Improvement of Payment Management System for Public Officials
Directors, Officers, and Employees of Kajima Group make payments and reimbursements to Public Officials pursuant to internal procedures. Subsequently, we will verify the details of all payments and reimbursements appropriately.
4. Responses to Third Parties
Directors, Officers, and Employees of Kajima Group will not commit bribery through third parties. Furthermore, we will not give or receive benefits to/from third parties if such benefits are used or are suspected of being used for bribery.
Kajima Group will pay exceptional attention to the use of Agents (*7) or joint enterprise, acquisition, and JV arrangements. We will assess the bribery-related risk of all counterparties and engage in transactions only with those counterparties who are found to be faithful and trustworthy. We will also take appropriate anti-bribery measures corresponding to any identified risks.
The term "Agent" means any company, group, or individual, including any agent, consultant, advisor, distributor, proxy, counsel, and subcontractor (irrespective of name or title) who advises, negotiates, collects and analyzes information, obtains licenses, acquires, intermediates, and represents others in connection with transactions and/or, provides a service for the benefit of clients.
5. Proper Accounting and Recording
Directors, Officers, and Employees of Kajima Group accurately prepare accounting forms and other records based on facts and process accounts properly, pursuant to appropriate internal control systems. In addition, accounting forms and other related materials will be retained properly, for a certain period.
6. Establishment of Regulations, etc.
In order to prevent bribery, each Kajima Group company will establish and maintain internal rules and regulations to be observed by its Directors, Officers, and Employees in accordance with its business activities and any bribery risks.
In establishing and maintaining internal rules and regulations, each company will, to the extent not inconsistent with these Principles, take account of applicable Bribery-Related Laws and Regulations in each country and region in which the relevant company does business, as well as sound customs and socially-accepted ideas.
Each Kajima Group company will take measures to ensure that all of its Directors, Officers, and Employees are fully aware of and comply with these Principles, through education and training.
8. Improvement of the Consultation, Notification, and Reporting System
Each Kajima Group company will establish an appropriate system for consultation and reporting in order to prevent and rectify any violations of these Principles by its Directors, Officers and Employees.
In addition, each Kajima Group company will take appropriate measures to prevent the consulting party, reporting party, whistleblower, or persons who cooperate with any investigation from suffering any disadvantage due to their consultation, report, or cooperation with an investigation.
9. Risk Assessment and Review
Each Kajima Group company will evaluate potential bribery risks on a regular basis, and will review these Principles and corresponding measures as necessary.
10. Actions in the Event of a Violation
Each Kajima Group company will immediately investigate the relevant facts, and take appropriate measures, if any Director, Officer, or Employee of Kajima Group or a related third party has acted in violation of these Principles. Disciplinary punishment and other strict measures will be taken against the violator in accordance with such person’s title, position, or place of employment.